Spider-Woman
by uperFan
Summary: In the MCU time line Petra Parker is more complex than anything anyone can imagine. So basically my version of the MCU Spiderman but Peter is Petra and a few new twists and turns.
1. Chapter 1

**Hey I just had this idea and now this Fanfiction has been born! So it's an AU and Peter is a girl, that has plot, and I have a lot of plans for this story. Now enough talk! Lets read and let me know what you all think! Please!**

"Richard, I really think this is a bad idea. What if Norman finds out!" A woman whispered urgently.

"Mary, it will be fine in the long run. This is what the world will need, Emily said she would help if we don't make it." Richard said back to his wife.

"She's a child!" Mary all but screamed at him. "We can't do this, it's not right!"

"We have no choice!" Richard roared back. "She will save people's lives one day, she will become so much more! I know that it is morally unjust, but if we don't do this than Norman will win, and I don't even know what else will happen the the world. It's a feeling in my gut Mary! We need to do this for the world, and something that's greater than us!"

Mary was torn at her husband's claim. She felt the same thing in her gut that if they didn't do this now, unimaginable things will come to pass. Didn't mean she had to like it.

She turned away and slowly made her way up the stairs, she paused halfway and looked down at Richard, tears in her eyes.

"I know your gut right, that feeling, I've had it too. You're right, I know that but I'm scared. I know we have to do this for so many people, but I hate taking choice away from her." She stated, just barely above a whisper.

"I know Mary." He replied with tears in his eyes as well, "I hate to do this to her, but we need to. Maybe when she does find out she will understand." Hope made its way into his tone.

His wife nodded, "Get the case."

"Okay." He said before making his way toward a silver case on the kitchen counter.

Mary turned around again and finished climbing the stairs. She turned left and made her way to the last room of the hall. She slowly opened the door and looked inside. A young 4 year old girl was sound asleep in her Star Wars themed bed. Auburn brown hair that just made it past her shoulders, and in a red T-shirt and blue pants to sleep in. Her two favorite colors.

Her husband came up behind her and she could hear his breath catch at the sight of their daughter.

Petra Parker.

She was so beautiful and was so peaceful. So so smart for her age, able to read high school level science and understand perfectly, has built a working robot dog that she showed her teacher last week, yet so modest wanting to stay in the same grade as her best friend, Ned Leeds, and be like everyone else even though they bully her for being so much more.

Mary nearly burst into tears as Richard started toward her sleeping form. He put the case down beside her bed, and stroked her bangs away from her face, he took a deep breath and kissed her forehead.

"I love you, so much!" He whispered to her. She shifted, but didn't wake.

Mary moved forward toward her also, getting on her knees next to her husband. She put her hand on her cheek and whispered, "I'm so sorry, my perfect baby,"

Richard opened the case that revealed a syringe filled with purple liquid. "With this in her bloodstream, when the spider bites her it won't kill her. Just make her sick most likely. This has her own DNA in the formula, this and the spiders when I created them. Only she can be bitten by them and survive, and Emily has the chosen spider closed off until it's time. When the spider bites her she will become the perfect blend of cross species genetics."

Mary only nodded as he moved the needle to their daughter's right arm. Her lifted it up and aimed it to the vein. He took one last steadying breath and pierced her skin, and slowly started to inject the serum.

Petra made a noise and started to fuss in her sleep. Mary grabbed her head and began to stroke her hair and say sweet nothings to the young girl. Just as soon as it started it ended. Every last drop of the serum that they had spent their whole lives creating for Norman Osborn, before they learned what he was. The last of their research that they hadn't sent up in flames to keep Norman away from it, was gone.

There was no going back from this.

Mary let out a half breath half sob as she looked at her daughter's face. It was starting to twist into some form of a grimace, as Richard pulled the needle from her arm.

They both stood as their daughter squirmed around on the bed, her breathing picked up, and she started to sweat. Mary bit her lip in worry and looked at her husband for any form of reassurance. Richard just forced a smile for her sake.

"Her body needs time to adjust to the serum. She will be really sick for a few days at least."

Mary nodded as she looked back at her daughter as she began to gasp for air and shake. Mary was openly crying now she gripped Richards arm with what felt like enough force to bend steel as she watched her baby girl suffer.

"We're in the Endgame now."

**Okay people that's the first chapter! Hoped you all liked it because I've had this idea in my head for a while and I just needed to get in down on paper and now it's here so yay! Now the first like 3-4 chapters are going to be backstory before we get into the MCU Tom Holland timeline with my own unique twists. You will see them don't worry. Now I'll stop talking but please ****review and tell me what you all think so far! I would love it so thank you!**


	2. Chapter 2

**Hey everyone here is chapter 2! Now I'm going to draw some elements for The Amazing Spiderman movies because I though they were good for the most part, the story and Andrew Garfield that is. How they executed it not so much but whatever. here it is!**

"Seven...Eight...Nine...Ten! Ready or not here I come!" Seven year old Petra Parker called from her place on the stairs. She uncovered her eyes and started to make her way around the house looking for her father.

Mom and dad were really busy everyday. Petra may be young but she was far from stupid, every single time her parents came home they were anxious and scared. They never truly looked her in the eye anymore, not since the day she got sick when she was four. Sometimes they were on the phone for hours with someone named Emily; Everytime she asked about anything though her parents would exchange a worried glane before putting on a forced smile for her and say something along the lines of 'Don't worry, just work.'

Petra never bought it, but she never pushed for answers, however today was different. Today her dad said they could play Hide-and-Seek together, she jumped at the chance to have fun with her dad before he got so caught up in work.

She walked around the house, stopping in the kitchen first to check, finding nothing she walked to the living room and saw two shoes from behind the window drape. Petra slowly made her way toward the drape before pulling it away, only instead of her dad it was a broom that fell to the floor.

Annoyed she kicked it away and started moving again. She walked through the bedrooms and bathrooms, nothing. Huffing a little she walked past her fathers' study room, only to stop when she heard shuffling inside, things breaking, and being tossed aside landing with soft thumps. She turned around to look at the door, her dad said she couldn't go in there no matter what.

She decided to go in anyway. She walked in front of the door and put her hand on the handle and began to turn the knob.

All sound in the room went quiet. Then a second later, when she heard nothing, she opened the door. She slowly peaked her head inside to be met with the sight of the room completely trashed. Books were tossed onto the floor with no care, her father's desk was broken in some places with papers littering the floor, and the back window was broken.

Petra did the only thing she could think of when she looked around. "Dad! Dad!" She called out.

Her father came rushing inside his office, and froze in his tracks when he saw the mess.

"Mary!" He screamed before grabbing Petra and running to the door to meet his wife. Mary came running and she too froze at the sight of her husband's office. Their eyes met for half a second before she grabbed Petra and ran for the stairs. Petra could see her dad quickly erasing the equation on the chalkboard.

"Petra sweety I need you go pack a bag okay. Your blanket, one of your toys and a few pairs of clothes okay." Mary said to her daughter in a worried rush.

"What's happening? I didn't do that to daddy's office. I just heard noises inside, I thought he was hiding in there for our game."

Mary's eyes widened at the new information her daughter gave her. Petra could see the one emotion present on her face clear as day; Fear.

"Where are we going?" Petra asked, trying to get some kind of answer or reaction from her mom. Mary shook her head to clear it. She looked her sweet child in the eyes again and saw the innocence there. She felt tears welling up in her eyes as she looked at the young girls face. She couldn't break here.

"Just pack your bag sweety. Were going to Aunt May and Uncle Ben's."

Petra loved going to Aunt May and Uncle Ben's house, where she could eat all the junk food she wants and here funny stories that make her parents frown, but now she was more than a little unnerved by the panic shown by her mom and dad. She didn't say anything though and went to her room and packed what her mom said too.

She had her backpack in one hand and her Star War blanket that her dad got her for Christmas last year in the other. As soon as she was back downstairs her mom picked her up and ran to the car and put her in the backseat. Her mom got in the driver's seat and backed out of the driveway without looking, and practically broke every road safety law on the way to her Aunt and Uncle's house.

Petra looked at her parents, her mom had her hands gripping the steering wheel so tightly that her knuckles were white and her dad was shoving papers into his briefcase that she saw him take to work everyday. She could hear little snippets of what he was saying to her mom.

"They must have found out," and "Thank God they didn't find it." Before shoving a folder into the case.

After 45 minutes of driving, we arrived at May and Ben's house, or apartment building really. Mom and dad rushed inside and raced up the stairs not bothering with the elevator. The 5th floor up they burst through to stairwell door and made their way over to the door on the far end of the hallway.

Petra's dad started to knock like crazy until Aunt May answered the door. She looked surprised before letting us in. Mary set her daughter down and looked at her face.

"Honey me and daddy have to talk to your aunt and uncle for a while. Stay in the kitchen okay."

Petra nodded to her mom as she and her dad lead her aunt and uncle to the living room. It was dark by then and when Petra looked to check the time it read 9:30. She was never allowed to stay up this late.

She could hear the frantic tone of her dad from the living room. She looked around the corner to see her parents and her aunt and uncle in deep conversation. Aunt May looked up to look at her and gave a reassuring smile.

It was really late for her when her parents got up and hugged Aunt May and Uncle Ben tight. They turned and made their way back over to her. Her mom guided her to the door and knelt down in front of her.

"Petra, your going to stay with your aunt and uncle for a little bit okay. Me and daddy have to go for a few days." Mary said as she started to lightly cry. She looked up to Aunt May and said to her, "She only likes her sandwiches with the crust cut off, and she likes to be sung to before bed,"

May nodded at Mary as she started to cry a little more. Richard pulled her up from the floor and took her place in front of Petra. He stroked the hair out of her face and pulled her to him so he could kiss her forehead.

"Daddy where are you and mommy going?"

Richard closed his eyes to fight the tears as he looked down at his perfect daughter. "Me and mommy are going on a trip, we'll be back as soon as we can and all three of us will have ice cream together." He took a deep breath. "Petra I know things have been tough lately with me and your mom at work all the time, and now this, but I promise you things will get better. Whatever I did, or will do, I do it to protect you. Your going to change the world one day, and bring the biggest and baddest of them all to their knees, I know it."

Richard looked down at his daughter, hugged her one last time, and stood up. Petra looked to her mom then only to see her start crying heavily. Through her sobs Petra heard whispers of, "I'm sorry sweety, I'm so so sorry,"

Richard went to his wife and guided her to the door, he looked back at Petra eyes misty. "Be good," he said to her before her parents left.

Petra didn't know when it started to rain. But it poured for hours well into the next day, and the next, and didn't stop until a week later when she heard that her parents were dead.

**Okay let me know what you all think so far! Please. Anyway I have the whole story figured out I just need to write it so here you go. There will be no scheduled updates for any of my stories Just when I have time, which will most likely be the weekend. So review and see you all next time.**


	3. Chapter 3

**Hey everyone its me. Here is the next chapter and I hope you all like it. Soon we will get to the good stuff so hold fast. Anyway here you go.**

**7 Years Later**

There were many things Petra loved about the morning. A new start, the sunrise, and even her Aunt and Uncle's cooking. But there was one thing she truly hated. Waking up to her alarm blaring its irritating noise next to her head when she was just sleeping.

Beep...Beep...Beep...Be-

Petra slammed her hand on top of the snooze, and buried herself under the covers again trying to gain some more time of peaceful slumber before she has to truly get up. But her aunt had other ideas.

She heard a harsh banging on her door before her called out, "Petra! Your going to be late for school!"

Petra groaned. School. Can a more horrible word reach the ears of any child. The pain, suffering, and torment that laid before her this Monday.

_This is why I should never stay up late on a school night. I get all dramatic. _Petra thought to herself.

She stayed up till 2am to read the new statement released by Stark Industries, about their new ideas on creating a biochem/biotech branch and a new way for people in poorer countries can get clean water through a water filtration device, but they don't seem to be getting anywhere with either of those fronts. They are far from a break away.

_Witch is why I'm here. _Petra thought with a smirk. For most of her life as a kid she had been mocked for her high intellect. When she was six she built a working robot dog from pieces of trash she found around the city. At ten she was reading college level science books, and now at fourteen she had created a blueprint for a working water filtration system that can turn anything from salt water to sewage into perfectly healthy drinking water. Not only that but she had a formula for a drug, that she didn't name yet, that could speed up a healing factor for people with any kind of injury and a bio-foam that can temporarily seal together wounds or coat burns.

She had everything, except the resources to build them. Witch sucked. A lot. She was nothing but a smart girl, who couldn't go anywhere until she applied for college. Stark Industries only let college students intern for them, witch means she had to wait.

Petra knew she was smarter than most people and wanted to make something of herself by getting into a good school, like Kel Tech or her dream school MIT, but she didn't want to be around people who were at least 3 years older than her. She also couldn't leave Ned.

Her best friend since pre-K. He always had a talent for computers and once hacked this spy agency she couldn't remember the name of. He also always came to her for girl advice for Betty Brant, the newscaster at our school, who he has been in love with since 2nd grade.

Both of us were true loners. The geeks, nerds, losers, and dweebs. Having intense love for Star Wars, Lord of the Rings, Comic Con, and most importantly superheros. Even at a young age Ned had been with a computer. Know every in and out, and creating his own programs, he had one for everything.

We never made any other friends, and we liked it that way. There was that scary girl Michelle that sat at the end of our lunch table for some reason. We had our own little circle that we were fine with, but both of us did have that underlying want to be included.

But that doesn't matter right now. What does matter is the fact that Petra didn't want to get up. Petra groaned and moved under her bed sheets more ready to sleep for a few more hours.

But Aunt May had other ideas. In all of her mama-bear glory came May as she marched to Petra's bed and yanked the sheets away. Petra gave an unnecessarily load sound of protest before flopping onto the floor. May rolled her eyes at the action.

"Petra Elizabeth Parker you get out of bed right now and eat your breakfast. Your going to be late for your school field trip." She said counting in her head how long it will take for her niece to realize what today really was for her school.

In her mind Petra thought bout what her aunt said to her. _Field trip? I have a field tr- OH MY GOD, OR ODIN, OR THOR, OR WHATEVER THE TRIP IS TODAY!_

May smiled to herself as Petra's eye slowly grew wide, before leaping to her feet and making a rush to the bathroom. Only to bang her foot on a piece of machinery and yelp in pain. Followed by her slipping on some of her nerdy discarded clothes and falling to the floor in a heap.

May could barely contain her laugh as she wanted the girl she raised fumble around with her coordination. Petra was many things, but when she rushed around or put her mind to the limit, she either lost her balance or forgot things. Petra used to be a skilled dancer but money was tight and they told her she couldn't go to the lessons anymore when she was nine. But May knew she still practiced by watching YouTube. Or the fact that because she stayed up so late last night she forgot about the field trip to Oscorp that her class was going on today.

It really amused her to no end when Petra quickly got back up and turned to her, "I'm okay. I totally meant to do that." Before running to get ready for the day.

Petra had so much talent in the world, but she was also naive. She did know what loss was, when she learned her parents were not coming back. But she was so strong when she stands up to bullies and they take out their anger on her instead of the victim. Or that at a single glance she can learn or copy anything.

Petra was so much smarter than her or Ben. Petra Parker was going to change the world for the better. She knew it.

Minutes later Petra came running out of the bathroom and back into her room to get dressed. Petra after returning to her room stated rummaging around her drawers and found her favorite science pun shirt that said, "Never trust an atom, they make up everything," and a pair of sweatpants along with a black hoodie on the floor before running into the kitchen.

Out of breath she sat down next to Ben as her read the paper with the headline having something to do with the Avengers in Sokovia. She saw the news on how a rage fueled violent AI called Ultron tried to end the world. But the Avengers won, like they usually do and gained two new members, The Scarlet Witch and Vision, that she and Ned had spent hours fanboying/fangirling over.

May set down a plate of eggs and bacon for me and I shoveled the whole thing down before grabbing my backpack.

"Petra!" May called out. I stopped and turned back to she he face of disapproval. "No goodbye?" She said in her You-will-do-what-I-say-I'm-giving-you-one-warning-fix-your-mistake voice. I could see Ben pail out of the corner of my eye, and I didn't blame him,May was scary when she wanted to be.

"Love you Aunt May. I'll tell you all about it when I get back!" I rushed out.

"Better." May said with a smirk. She ruffled my shoulder length brown hair and pushed me to the door.

I smiled at her before turning and running out of the apartment and into the elevator. I did my best to ignore to music that for some reason was "Stayin' Alive" before getting out at the bottom floor.

I rushed onto the sidewalk waving at my three neighbors out on the steps by the door smoking, Chuck, James, and Kyle. I ran past them as they waved back with smiles on their faces. I made my way four blocks to the subway to take me to my school. Midtown High. It was November, just a little chilly, and only two months into my freshman year.

The train pulled in just as I made it to the station and hopped on. It sped away a minute later. I sat down with a soft breath as we made our way from Queens to Midtown. I looked at my cracked phone, 6:50, school starts at 8:15.

_For once I'll be one time. _I thought to myself with a smile. I leaned back and relaxed. _Bring on the day!_

The train pulled in a block away from school at 8:00. I got off and made my way across the football field to the doors of the school. Right in front was the bus to take us to Oscorp. I was so excited as I made my way around to see my teacher, Mr. Harrington, starting to count up the students who were there for the trip.

I saw Ned off to the side waving at me. I walked up to him with a smile. "I can't believe we're going to Oscorp!" Ned squealed. "Do you think they have a lab of computers? Do you think we can see experiments happen in real time? Is it true that they provide us lunch?" His questions rushed out.

"I don't know Ned but I think we'll find out soon." I told him with a smile. He returned it before a voice cut through the excitement and gave me a harsh reminder of why I don't like coming to school. Both of us turned around to see Eugene "Flash" Thompson. I have a feeling I don't need to explain.

"Hey its Puny Parker and her boyfriend Fatty." He mocked as the groupies her had with him laughed at our expense. I closed my eyes and sighed. I turned around and ignored them, just like every other day.

The laughter continued until Mr. Harrington called out in his monotone voice, "Please stop insulting the other student Flash, or I'm telling you mom."

That shut him up. I was thankful.

Mr. Harrington had us all get on the bus, Ned and I stuck to the front while everyone else made their way to the back. They bus was moving to Oscorp and for 45 minutes nothing really happened except for the spitball shot at me from time to time, and the fact that my excitement was building.

When we got there Mr. Harrington was the first off followed by a hoard of stampeding kids. I looked up and saw the large letters spelling out Oscorp, similar to Stark Tower that I could see along the skyline. We all entered the lobby and proceeded to oh and ah at the interior. **(Just imagine the Oscorp from the Amazing Spider man) **I looked up at one of the walls and saw a large hologram-like picture that was showing Norman Osborn holding the world in his hand. It made me feel uneasy.

This place was where my mom and dad worked. One of the more important reasons why I wanted to so badly. I looked around, but something felt off as everyone else was looking around in awe. I could feel eyes on me. I looked up to one of the ledges and saw a blonde woman in a lab coat. But what was most weird was that she was looking right at me. When our eyes met she turned away quickly and left.

_That was strange. _Petra thought before being called over to get a visitors badge. Our tour guide was a young perky woman named Abby, most likely her 2nd year of college, who had brown hair and green eyes. She took us up the escalator while giving us the basic tour, how Oscorp was founder by Norman Osborn and what they did.

She lead us around explaining the different groups of people who worked there and how the departments worked together before we made it to the labs.

"Okay everyone, now I know your excited, but please there are people working in there so no loud noises or touching anything unless given permission." We all nodded along with her as she scanned her badge and lead us inside.

There were people everywhere working on every kind of medical and technology based thing known to man. Ned was beginning to shake from excitement and I could tell he was trying his hardest to not start babbling away about how this was all so cool and that he wanted to ask so many questions, like me.

"Now here is where we are working on medical treatments for many diseases. It is what makes us different from Stark Industries. We focus on all kinds of ways to improve and extend human life. In the words of our head scientist Dr. Curt Connors, 'We need to create a world without weakness.' To this day we follow his leadership to the next chapter of medical science." Abby said to all of us. I am like 90% sure some of us were drooling in our star-like trance as we hung onto every word.

Abby lead us around and introduced a few different scientists who were studying cancer cells and finding a way to treat them without hurting the rest of the body. I was listening to everything and looking at the equations on the board trying to figure everything out when I felt eyes on me again. I turned around to see the same blond haired woman from before looking at me again. She looked away and made her way to the elevator, her blue eyes met mine one more time before the doors closed.

I was pulled out of my trance by Ned, who tapped my shoulder to get my attention. "What's wrong?" He whispered. I looked at him, before turning to look at the elevator again. "I don't know." I whispered back.

Abby got everyone's attention again and said, "Okay, now the doctors have to get back to work," "Awww," the whole class groaned, "But now we get to go up to see Dr. Connors work." She finished. Everyone let out sounds of agreement as we moved to the elevators.

I frowned as Mr. Harrington tried to get everyone into two groups. Ned and I were with the first group with Abby. Ned was nervous because Betty was right next to him filming everything for the school news, even the elevator ride for whatever reason. Most likely our short attention spans.

The door opened and we walked out to see many different cages filled with all kinds of animals. Everything from lizards to monkeys were in there. I'm pretty sure that Michelle from the lunch table was growling out about animal abuse and how big corporations could get away with anything. Betty was filming around and narrating what was going on before the elevator opened again and everyone else came out to join us.

"Now unfortunately Dr. Connors is not here today, only a few members of his staff." She explained and saw all of our faces were crestfallen. "But you can ask them as many questions as you like regarding our work in cross species genetics." She added. Not needing anymore information everyone rushed off to different staff workers to bombard them with questions. Even Ned.

I was standing around by myself as I watched from afar. I knew there was no way I was getting through the hoard of excited teens. I was also excited, for the whole day I was excited, but not about this stuff. Sure it was interesting and made mental notes of all the work that was going on in medical so I can see what it is later.

But that was not what I was excited about. I was excited about my mom and dad's work. They worked here, in cross species genetics. I looked around to see what was here, before a head of blond hair caught my attention. I looked over to find her staring at me again.

She turned around abruptly and speed walked away. I only hesitated for a few seconds to see everyone was preoccupied. I followed the blond lady. Probably not my smartest choice.

I walked after her, just barely able to keep her in my sight as she sharply turned down a darker corridor. I stopped at the corner, and snuck a glance around to see her entering a password to a metal door on a little screen to the right. The door opened and she entered.

I waited a minute before following. I looked over my shoulder before copying the pattern on the screen. The door opened for me and I entered. The room was in an Ultraviolet light with more of the glass casings. Instead of animals however, they were insects. Insects and spiders. I slowly walked around looking at the cages before freezing at the sight before me.

**Richard and Mary Parker the brains behind our success**

The word were printed in bold letters in the credit section of the room. This was my parents work. I looked around in amazement. This was it, what they worked their whole lives for.

"But why was it sitting in a backroom?" I muttered to myself.

"Because that's where it needs to be." Another voice said right behind me. A woman's voice. I froze and turned around to see the blond lady from before glaring at me. "What are you doing back here?" She asked me with one eyebrow raised.

"Why were you staring at me?" I said back. Only to blush a deep red in embarrassment seconds later. Contrary to what most people think, I can be quite sassy when I wanted to be, but with my self esteem it never really happens and I keep my thoughts to myself.

Her face remained impassive, but the longer I looked at I the more familiar it became. "Wait..oh my gosh your Emily Osborn!" I said in amazement. "Hi! I'm, uh, Petra. Petra Parker. This was my parents research right?"

"Yes it was." Mrs. Osborn said. "Now you need to leave."

"Wait no! What were they working on? What were they doing? Why did they leave?" I asked rapid fire.

Mrs. Osborn stopped and looked me in the eye. She took a long deep breath before putting her hand on my shoulder. "You need to leave." She said in a stronger tone while looking me dead in the eye. I shuddered, and she quickly lead me to the door and opened it.

"I'll let you go this once. But don't say anything to anyone. Now go back to your class" Mrs. Osborn said to me before she let me go. I turned around and walked back to where everyone was.

Emily Osborn watched Petra Parker go. After she was out of sight did she close the door again. She turned back into the room where the key to the next generation of everything was stored.

"For her sake Richard, I hope you are right about this." She whispered into the air. In the far back of the room, where the spiders were, one cage was open, and the spider that was inside; was gone.

**Now I am proud of how this story is turning out. You? Please comment and tell me what you think, I'm open to ideas and criticism or praise or anything really. So hope you all liked this chapter, the next update will probably be next week.**


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